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Purchase Option and Right of First Refusal Sample Clauses

Purchase Option and Right of First Refusal. Tenant shall have the option during the term of this Lease, or any extension thereof, to purchase the Premises for the fair market value of the Facility, payable on delivery of deed. This option shall be exercised by Tenant giving to the Landlord written notice of its election to purchase. If prior to the exercise of this option, any portion of the Premises shall be taken by condemnation or eminent domain, this option to purchase shall apply to the remaining portion of the Premises and the aforesaid purchase price shall be reduced by the amount of the award in the condemnation proceedings. Further, if Tenant has not exercised this option prior to the time that Landlord receives an acceptable offer from a third party to purchase the Premises, Tenant is hereby granted the right of first refusal to purchase the Premises at the same price as contained in such offer.
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Purchase Option and Right of First Refusal. BIG DIAMOND LLC, a Texas limited liability company, successor-by-conversion to BIG DIAMOND, INC., a Texas corporation (“Grantor”), whose address is Onx Xxxxxx Xxx, Xxx Xxxxxxx, Xxxxx 00000-0000; Attn: Retail Real Estate; is the owner of fee simple title to the real property located at 5900 XXXX Xxxxxxxxx, Xxx Xxxxxxx, Xxxxx Xxxxxx, Xxxxx, that is more particularly described as follows, together with all buildings, structures, fixtures, equipment, improvements now or hereafter located thereon and all rights and appurtenances pertaining thereto (the “Real Property”): and the personal property located thereon from time to time (the “Personal Property”); and
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Purchase Option and Right of First Refusal. Section 20.1. The Tenant hereby grants the Landlord the right (the “Option”) to purchase all of the Property owned by the Tenant at the time of purchase, including without limitation the Improvements and Tenant’s Leasehold Estate in the Premises (collectively, the “Tenant’s Property”), (i) on any date thirty (30) days after the Landlord delivers written notice to the Tenant, the Limited Partners and the Permitted Leasehold Mortgagees of the Landlord’s intent to exercise the Option (the “Option Exercise Notice”) and (ii) upon the Tenant’s receipt of the Purchase Price (as defined below). Should Landlord choose to exercise the Option during the Compliance Period, it must do so with respect to the entirety of Tenant’s Property; no partial conveyance of Tenant’s Property shall be permitted, unless approved by the Limited Partners. The “Purchase Price” for the Tenant’s Property pursuant to the Option shall be set forth herein below:
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Purchase Option and Right of First Refusal. BCI shall have the option to purchase from Shareholder the remaining capital stock of MEI (the “Remaining MEI Capital Stock”) owned by Shareholder (the “Purchase Option”). In the event BCI wishes to exercise the Purchase Option, it shall tender written notice to MEI and Shareholder (the “Option Exercise Notice”). Within thirty (30) days of receipt of the Option Exercise Notice by MXX and Shareholder, the parties shall engage an independent valuator for the valuation of the remaining capital stock of MEI. The parties shall equally pay all costs associated with the valuation. Within sixty (60) days of receipt of the valuation by the parties, BCI shall notify MEI and Shareholder, in writing, as to whether it will exercise the Purchase Option pursuant to the valuation. In the event that Shareholder receives a bona fide offer, an acceptance of any Shareholder offer, a counteroffer or other proposal or agreement (each, an “Offer”) from any unrelated person or entity (the “Offer Purchaser”) to acquire all or any portion of the Remaining MEI Capital Stock, and Shareholder desires to accept or enter into, or otherwise proceed with a transfer on the terms of such Offer, then Shareholder shall immediately provide a true and correct copy of such Offer to BCI. Within thirty (30) days, BCI shall provide written notice to Shareholder as to the response to such Offer that it elects either to exercise its rights with respect to such Offer or elects not to exercise such rights with respect thereto or, in the absence of any such notice, upon the expiration of the thirty (30) day refusal period without BCI having exercised its rights pursuant with respect to such Offer, Shareholder shall immediately give written notice thereof to BCI. The period of time during which BCI may exercise the Purchase Option (a “Refusal Period”) as to the subject Offer shall begin upon the date on which such notice (i.e., the notice described in the preceding sentence), along with a copy of the subject Offer, is deemed received by BCI from Shareholder, and shall expire at 5:00 p.m., Pacific time, on the date thirty (30) days thereafter (with the first day of such thirty-day period being the first business day after the date on which BCI is deemed to have received such written notice and such copy of the subject Offer).
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Purchase Option and Right of First Refusal. In consideration of the payments set forth in Section 3 C above, Union Bank shall have the right to purchase 25% of the NELnet Brand Loans made during each calendar year. Said loan purchases shall occur on such dates and in such quantities as may be mutually agreed to by the parties; Union Bank's right to purchase shall be deemed to be waived if not exercised in writing prior to the end of each calendar year. On each applicable purchase date, Union Bank shall pay to NELnet an amount equal to the then outstanding principal balance of the NELnet Brand Loans to be purchased on said sale date, plus interest and special allowance payments accrued but unpaid with respect to such loans, if any. All NELnet Brand Loans purchased hereunder will be subject to a life of loan servicing agreement with NELnet or any of its affiliates. In the event Union Bank desires to sell any Student Loans owned by or on behalf of Union Bank, Union Bank must give NELnet a right of first refusal to repurchase said loans, subject to any existing sale commitments between Union Bank and NELnet or its affiliates. NELnet shall have the right to purchase such Student Loans from Union Bank for an amount equal to the then outstanding principal balance of such Student Loans on the applicable sale date, plus interest and special allowance payments accrued by unpaid with respect to such loans, if any. On each such purchase date, NELnet shall also pay to Union Bank a fee equal to the product of (a) the aggregate principal balance outstanding on the Student Loans purchased on such date multiplied by (b) the annual rate of fifty basis points (0.50%). NELnet shall also reimburse Union Bank a portion of the costs paid by Union Bank pursuant to Section 3 C of this Second Amendment that are associated with any NELnet Brand Loans to be repurchased. The exact amount to be reimbursed shall be determined by the mutual agreement of the parties after considering the remaining life of the NELnet Brand Loans to be repurchased. Within 60 days written notice from Union Bank of its desire to sell any NELnet Brand Loans, NELnet shall provide Union Bank written notice of its decision to accept or reject any right of first refusal granted hereunder. If NELnet rejects its right of first refusal granted hereunder and arranges for a sale of the Union Bank Student Loans, then Union Bank shall pay to NELnet any amount by which the sale price of the Student Loans paid by a third party purchaser exceeds the sum of 101.5% of ...
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Purchase Option and Right of First Refusal 
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Related to Purchase Option and Right of First Refusal

  • Right of First Refusal From and after the date hereof and during the Term, Landlord shall not sell, transfer or otherwise dispose of or convey all or part of Landlord’s fee interest in the Premises to any third party until and unless Landlord shall have obtained a bona fide offer therefor (the “Landlord’s Offer”), delivered written notice thereof to Tenant, which notice shall contain a true and accurate copy of Landlord’s Offer, and offered to sell, transfer or otherwise dispose of such fee interest to Tenant at the same price and, except as hereafter provided, upon the same terms and conditions as contained in Landlord’s Offer, and Xxxxxx has not elected to exercise its right of first refusal in accordance herewith. If Tenant shall either deliver written notice of rejection of Landlord’s Offer to Landlord or fail to deliver written notice of acceptance of Landlord’s Offer within thirty (30) days after the date of receipt of Landlord’s notice, Xxxxxxxx’s fee interest in the Premises may, during the one hundred eighty (180) days thereafter, be sold, transferred or otherwise disposed of to the original offeror at the same price and upon the same terms and conditions as contained in Landlord’s Offer. In the event Tenant rejects Xxxxxxxx’s Offer or fails to accept Xxxxxxxx’s Offer in accordance herewith, this Lease and all of its terms and conditions (including this right of first refusal) shall nevertheless remain in full force and effect and Landlord and any purchaser or purchasers of the Premises shall be bound thereby. Failure of Tenant to exercise its right of first refusal on one or more occasions shall not affect Tenant’s right to exercise it on any subsequent occasion. Any sale or transfer of the Premises, or any part thereof, other than in strict compliance with the terms of this Section shall be null and void and of no effect as to Tenant, and Tenant shall be entitled to purchase the Premises from the purchaser upon the same terms and conditions and at the same price specified in Landlord’s Offer, provided Tenant notifies Landlord of its election thirty (30) days after receipt of notice that complies with the requirements hereof. The making of Lease Payments to such purchaser or otherwise treating such purchaser as Landlord shall not be deemed to be a waiver of Tenant’s right of first refusal or any other right or privilege of Tenant and shall not create an estoppel with respect thereto. Any sale or transfer of Landlord’s interest in the Premises, or any part thereof shall be expressly made subject to all of the terms, covenants and conditions of this Lease. In the event Landlord’s Offer provides for the sale and purchase of Landlord’s interest in the Premises and other property, Tenant shall only be required to purchase all the Premises in the event it desires to exercise its right of first refusal hereunder. In the event Tenant exercises its right of first refusal then, notwithstanding the terms of Landlord’s Offer (i) Landlord shall convey title to the Premises by warranty deed approved by Tenant and the title company; (ii) title to the Premises shall be free and clear of any liens and encumbrances except the lien for current taxes which are not delinquent at the time of closing and such other exceptions to title as may have been created by Tenant during the Term or as existed on the date hereof and/or were approved by Tenant thereafter; and (iii) title to the Premises shall otherwise comply with the terms of this Lease as they pertain to condition of title. Upon such election by Xxxxxx, Landlord and Xxxxxx agree to act in good faith to consummate a purchase agreement for the Premises incorporating the express terms of Landlord’s Offer and other customary terms and provisions for similar transactions of similar property located in the same geographic area as the Premises.

  • Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the "TRANSFER SHARES") to any person or entity, including, without limitation, any shareholder of the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").

  • Company Right of First Refusal (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

  • Exercise of Right of First Refusal At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

  • General Partner Right of First Refusal The transferring Partner shall give written notice of the proposed transfer to the General Partner, which notice shall state (i) the identity of the proposed transferee, and (ii) the amount and type of consideration proposed to be received for the transferred Partnership Units. The General Partner shall have ten (10) days upon which to give the transferring Partner notice of its election to acquire the Partnership Units on the proposed terms. If it so elects, it shall purchase the Partnership Units on such terms within ten (10) days after giving notice of such election. If it does not so elect, the transferring Partner may transfer such Partnership Units to a third party, on economic terms no more favorable to the transferee than the proposed terms, subject to the other conditions of this Section 11.3.

  • Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.

  • Termination of Right of First Refusal The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

  • Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.

  • Waiver of Right of First Refusal The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.

Most Referenced Clauses

Most Referenced Definitions